Common use of Audits and Records Clause in Contracts

Audits and Records. a. Upon written request, Company is entitled to conduct a timely audit of Seller. The audit shall be for the purpose of determining compliance with this Contract, or in response to actions of the U.S. Government or Company’s Customers. The audit may include document review, on-site visits, and employee and subcontractor interviews, and may encompass review of direct and indirect ("corporate") functions. Information and material obtained from the audit will only be used in furtherance of this Contract, but shall be provided to Government personnel without limitation. Without limitation on the scope or frequency of audits, Company will make reasonable efforts to minimize disruption and cost to Seller. Seller shall include a substantially identical audit provision in all subcontracts in support of this Contract. In the event any such audit shall disclose an overpayment to Seller, Seller shall pay Buyer, within 30 calendar days after receipt of notice from Buyer, the amount of such overpayment together with interest and Seller shall reimburse Buyer for the cost of such audit. Buyer may agree in writing to extend the time for payment. b. Seller will maintain detailed records reflecting Seller’s compliance with this Contract for at least five (5) years from the date of last delivery or as otherwise specified in this Contract. Upon written request, Seller will provide, and will cause each of its sub-tier sellers to provide, access for Company’s auditors, including contracted third parties identified by Buyer, regulatory authorities, Company’s customers and the Government, to have access at all reasonable times to facilities, books and other pertinent records and any other information as requested by Company. c. Records of all manufacture, testing and inspection by Seller of the materials or goods shall be kept complete, separate and available to Buyer and its Customer during the performance of this Contract and for such longer periods as may be specified in this Contract, but not less than ten years after the last delivery of the materials, goods or services to Buyer. d. Company shall not be prohibited from providing copies of this Contract, including any other document incorporated into this Contract, to federal, state or other regulatory agencies as requested by either Company’s or government auditors to comply with auditing procedures. Company reserves the right to provide Seller’s cost or pricing data to its customers including the Government in support of proposals, contracts and audits.

Audits and Records. a. Upon written requestSupplier shall, at its sole cost and expense, maintain complete and accurate books and records regarding its performance of the Services, compliance with this Agreement, compliance with applicable laws and regulations, and the fees and costs charged to Company, covering all activities and transactions arising out of, or relating to this Agreement and shall keep such records for not less than three (3) years after termination. Company is entitled and its duly authorized representatives shall have the right, upon forty-eight (48) hours prior notice, during normal business hours for the Term of this Agreement, and for a period of three (3) years following the termination hereof for any reason, to conduct examine and copy (without charge to Company) such books and records, and all other documents and materials in the possession or under the control of Supplier, with respect to the subject matter and terms of this Agreement that, in Company’s reasonable judgment have a timely audit bearing on or pertain to matters, rights, duties or obligations covered by this Agreement, including without limitation the right to verify Supplier’s overhead costs and rates. Company and its authorized representative shall have access to Supplier’s facilities that service Company, shall be permitted by Supplier to interview current or former employees of SellerSupplier with respect to matters pertinent to Supplier’s performance of this Agreement, shall have access to all necessary records, and shall be furnished, without charge, adequate and appropriate workspace in order to perform the examinations provided for under this subsection. The cost for any such on-site audit shall be for borne by Company. Should an audit reveal that the purpose of determining compliance with this ContractSupplier, has overcharged Company, whether intentionally or inadvertently, then Company shall be entitled to a refund in response to actions the amount of the U.S. Government or Company’s Customers. The audit may include document reviewovercharge, on-site visits, and employee and subcontractor interviews, and may encompass review of direct and indirect ("corporate") functions. Information and material obtained from plus interest at the audit will only be used in furtherance of this Contract, but shall be provided to Government personnel without limitation. Without limitation on the scope or frequency of audits, Company will make reasonable efforts to minimize disruption and cost to Seller. Seller shall include a substantially identical audit provision in all subcontracts in support of this Contractmaximum rate allowed by law. In the event any such audit shall disclose of an overpayment to Sellerovercharge in excess of ten percent (10%) of the amounts actually due Supplier hereunder, Seller shall pay Buyer, within 30 calendar days after receipt of notice from Buyer, the amount of such overpayment together with interest and Seller Supplier shall reimburse Buyer Company for the reasonable cost of such the audit. Buyer may agree in writing The exercise by Company of any right to extend audit under this or any other Section of this Agreement at any time or times or the time for payment. b. Seller will maintain detailed records reflecting Selleracceptance by Company of any statement or the payment thereof by Company shall be without prejudice to any of Company’s compliance with this Contract for at least five (5) years rights or remedies and shall not bar Company from thereafter disputing the date accuracy of last delivery any payment or as otherwise specified in this Contract. Upon written request, Seller will providestatement, and will cause each of its sub-tier sellers the Supplier shall remain fully liable for any amounts found to provide, access for Company’s auditors, including contracted third parties identified by Buyer, regulatory authorities, Company’s customers and the Government, to have access at all reasonable times to facilities, books and other pertinent records and any other information as requested by Companybe due under this Agreement. c. Records of all manufacture, testing and inspection by Seller of the materials or goods shall be kept complete, separate and available to Buyer and its Customer during the performance of this Contract and for such longer periods as may be specified in this Contract, but not less than ten years after the last delivery of the materials, goods or services to Buyer. d. Company shall not be prohibited from providing copies of this Contract, including any other document incorporated into this Contract, to federal, state or other regulatory agencies as requested by either Company’s or government auditors to comply with auditing procedures. Company reserves the right to provide Seller’s cost or pricing data to its customers including the Government in support of proposals, contracts and audits.

Audits and Records. a. Upon written request, the Company is entitled to conduct a timely audit of Seller. The audit shall be for the purpose of determining compliance with this Contract, or in response to actions of the U.S. Government or the Company’s Customers. The audit may include document review, on-site visits, and employee and subcontractor interviews, and may encompass review of direct and indirect ("corporate") functions. Information and material obtained from the audit will only be used in furtherance of this Contract, but shall be provided to Government personnel without limitation. Without limitation on the scope or frequency of audits, the Company will make reasonable efforts to minimize disruption and cost to Seller. Seller shall include a substantially identical audit provision in all subcontracts in support of this Contract. In the event any such audit shall disclose an overpayment to Seller, Seller shall pay Buyer, within 30 calendar days after receipt of notice from Buyer, the amount of such overpayment together with interest and Seller shall reimburse Buyer for the cost of such audit. The Buyer may agree in writing to extend the time for payment. b. Seller will maintain detailed records reflecting Seller’s compliance with this Contract for at least five (5) 5 years from the date of last delivery or as otherwise specified in this Contract. Upon written request, Seller will provide, and will cause each of its sub-tier sellers to provide, access for Company’s auditors, including contracted third parties identified by Buyer, regulatory authorities, Company’s customers and the Government, to have access at all reasonable times to facilities, books and other pertinent records and any other information as requested by Company. c. Records of all manufacture, testing and inspection by Seller of the materials or goods shall be kept complete, separate and available to Buyer and its Customer during the performance of this Contract and for such longer periods as may be specified in this Contract, but not less than ten years after the last delivery of the materials, goods or services to Buyer. d. Company shall not be prohibited from providing copies of this Contract, including any other document incorporated into this Contract, to federal, state or other regulatory agencies as requested by either Company’s or government auditors to comply with auditing procedures. Company reserves the right to provide Seller’s cost or pricing data to its customers including the Government in support of proposals, contracts and audits.

Audits and Records. a. Upon written request9.1 At all times the Licensee shall keep, Company is entitled and shall require its Affiliates, Third Party manufacturers, Third Parties making sales on its behalf, to conduct keep complete and accurate records all its sales, transfers, and other disposition of the Product, including records of all the Products manufactured and/or sold under this Agreement, together with the information contemplated by 9.2 and such information of the type and in sufficient detail to determine the calculation of royalties payable under this Agreement. 9.2 The Licensor and SDB shall each have the right (and the Licensee shall procure such right), through a timely audit certified public accountant or like person appointed by it, to examine such records during regular business hours during the Term of Sellerthis Agreement and for six months after its termination or expiry (“Audit”). An Audit shall not take place more often than twice in any calendar year. The audit expense of any Audit shall be for borne by the purpose of determining compliance with Party initiating it under this ContractAgreement. 9.3 The Audit may cover among other things, or in response to actions the following: (a) the accuracy of the U.S. Government manufacturing, sales and royalty statements of the Licensee (and/or its Affiliates), in relation to such manufacture and sales: (b) the appropriateness of Product imported or Company’s Customersmanufactured pursuant to this Agreement by reference to what quantities of Product would reasonably be required to meet demand for actual sales made and sales forecasted by the Licensee; and (c) verification that all sales and other supplies of Product made by the Licensee have been made (i) in the Territory, except for Product made outside the Territory as expressly provided for in this Agreement; 9.4 Within ten (10) Business Days following the end of each Agreement Quarter, the Licensee shall provide the Licensor with a quarterly written report of all Product sold or supplied by the Licensee under this Agreement during such Agreement Quarter. The audit may include document review, on-site visits, and employee and subcontractor interviews, and may encompass review of direct and indirect ("corporate") functions. Information and material obtained from the audit will only be used in furtherance of this Contract, but Such account shall be provided to Government personnel without limitation. Without limitation made in accordance with the Reporting Guidance issued by the Licensor and show smallest unit, pack size, gross sales and Net Sales Value in US Dollars on the scope or frequency of auditsa Product- by-Product, Company will make reasonable efforts to minimize disruption country-by-country, month-by-month and cost to Seller. Seller purchaser-by-purchaser basis. 9.5 The Licensee shall include a substantially identical audit provision in all subcontracts in support of this Contract. In the event any such audit shall disclose an overpayment to Seller, Seller shall pay Buyerfurther provide, within 30 calendar days after receipt ten (10) Business Days following the end of notice from Buyereach Agreement Quarter, technical reports detailing the amount of such overpayment together with interest and Seller shall reimburse Buyer for progress made towards achieving the cost of such audit. Buyer may agree milestones defined in writing to extend the time for paymentWorkplan. b. Seller will maintain detailed records reflecting Seller’s compliance with this Contract for at least five (5) years from the date of last delivery or as otherwise specified in this Contract. Upon written request, Seller will provide, and will cause each of its sub-tier sellers to provide, access for Company’s auditors, including contracted third parties identified by Buyer, regulatory authorities, Company’s customers and the Government, to have access at all reasonable times to facilities, books and other pertinent records and any other information as requested by Company. c. Records of all manufacture, testing and inspection by Seller of the materials or goods shall be kept complete, separate and available to Buyer and its Customer during the performance of this Contract and for such longer periods as may be specified in this Contract, but not less than ten years after the last delivery of the materials, goods or services to Buyer. d. Company shall not be prohibited from providing copies of this Contract, including any other document incorporated into this Contract, to federal, state or other regulatory agencies as requested by either Company’s or government auditors to comply with auditing procedures. Company reserves the right to provide Seller’s cost or pricing data to its customers including the Government in support of proposals, contracts and audits.

Audits and Records. a. Upon The Fiscal Agent shall permit representatives of the State Contract Administrator, an auditor selected by the State, or the Auditor of the State of Washington or their authorized agents to examine the records of the Fiscal Agent relating to the Services rendered under this Agreement. If the Fiscal Agent has contracted with any Subcontractors, the Fiscal Agent shall require each Subcontractor to provide similar access to the designated State officials or their representatives. Any audits conducted under this Section 7.7 which do not necessitate the compilation of records in addition to those which are otherwise required by other Sections of this Agreement may be conducted without notice. Any audits conducted under this Section 7.7 which require the compilation of records in addition to those which are otherwise required by this Agreement may be conducted upon 10 Business Days' written request, Company is entitled notice from the State to conduct a timely audit of Sellerthe Fiscal Agent. The State shall bear the cost of conducting audits conducted under this Section 7.7, except that the Fiscal Agent shall bear all costs and expenses of any audits conducted as a result of the Fiscal Agent's breach of any provision of this Agreement. The provisions of this Section 7.7 shall remain in effect for three years after the expiration, or sooner termination, of the term of this Agreement. If any litigation, claim, or audit is started before the expiration of the three year period, the records shall be for retained until one year following the purpose termination of determining compliance with this Contractsuch litigation, claim, or in response audit, including any appeals thereto. The Fiscal Agent shall maintain all books, records, documents, data, and other evidence relating to actions this Agreement and performance of the U.S. Government or Company’s Customers. The audit may include document reviewServices described herein, on-site visits, including but not limited to accounting procedures and employee practices which sufficiently and subcontractor interviews, and may encompass review of properly reflect all direct and indirect ("corporate") functions. Information and material obtained from costs of any nature expended in the audit will only be used in furtherance performance of this ContractAgreement. The Fiscal Agent shall retain such records for a period of six years following the date of final payment. If any litigation, but claim, or audit is started before the expiration of the six-year period, the records shall be provided to Government personnel without limitation. Without limitation on retained the scope longer of either one year following the termination of said litigation, claim, or frequency of auditsaudit, Company will make reasonable efforts to minimize disruption and cost to Seller. Seller shall include a substantially identical audit provision in including all subcontracts in support of this Contract. In the event any such audit shall disclose an overpayment to Seller, Seller shall pay Buyer, within 30 calendar days after receipt of notice from Buyer, the amount of such overpayment together with interest and Seller shall reimburse Buyer for the cost of such audit. Buyer may agree in writing to extend the time for payment. b. Seller will maintain detailed records reflecting Seller’s compliance with this Contract for at least five (5) appeals or six years from the date of last delivery or as otherwise specified in final payment on this Contract. Upon written request, Seller will provide, and will cause each of its sub-tier sellers to provide, access for Company’s auditors, including contracted third parties identified by Buyer, regulatory authorities, Company’s customers and the Government, to have access at all reasonable times to facilities, books and other pertinent records and any other information as requested by CompanyAgreement. c. Records of all manufacture, testing and inspection by Seller of the materials or goods shall be kept complete, separate and available to Buyer and its Customer during the performance of this Contract and for such longer periods as may be specified in this Contract, but not less than ten years after the last delivery of the materials, goods or services to Buyer. d. Company shall not be prohibited from providing copies of this Contract, including any other document incorporated into this Contract, to federal, state or other regulatory agencies as requested by either Company’s or government auditors to comply with auditing procedures. Company reserves the right to provide Seller’s cost or pricing data to its customers including the Government in support of proposals, contracts and audits.

Audits and Records. a. Upon written COUNTY’s request, Company is entitled COUNTY or its designee shall have the right at reasonable times and intervals to conduct audit, at CONTRACTOR's premises, CONTRACTOR's financial and program records as COUNTY deems necessary to determine CONTRACTOR's compliance with legal and contractual requirements and the correctness of claims submitted by CONTRACTOR. CONTRACTOR shall maintain such records for a timely period of five years following termination of the Agreement, and shall make them available for copying upon COUNTY’s request at COUNTY’s expense. COUNTY shall have the right to withhold any payment under this Agreement until CONTRACTOR has provided access to CONTRACTOR’s financial and program records related to this Agreement. A. CONTRACTOR shall submit to the Contracts Manager an electronic copy of any annual financial and compliance audit of Sellerin its entirety prepared by an independent accounting firm. The audit shall be conducted in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States, and the Provisions of Office of Management and Budget Circular "2 CFR Chapter I, Chapter II, Part 200, et al, Audits of Institutions of Higher Education and other non-profit institutions if a non-profit organization, or a government agency, if there is a receipt of federal funds. B. The CONTRACTOR will submit the audit report to the Contracts Manager at DHA- ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. DHA staff shall review the audit for the purpose of determining completeness and findings. The COUNTY shall be allowed access to all financial and program records, as COUNTY deems necessary to determine that funding was spent in compliance with applicable guidelines and this ContractAgreement. C. If the Agreement is terminated for any reason during the contract period, or in response to actions the independent audit shall cover the entire period of the U.S. Government or Company’s Customers. Agreement for which services were provided. D. The annual audit may include document review, on-site visits, and employee and subcontractor interviews, and may encompass review shall be submitted electronically to the Contracts Manager within six months of direct and indirect ("corporate") functions. Information and material obtained from the end of each fiscal year of this Agreement. E. Should any findings be noted in the audit report, CONTRACTOR must submit an action plan with the audit report detailing how the finding will only be used in furtherance of this Contract, but shall addressed. Federal regulations require all findings to be provided to Government personnel without limitation. Without limitation on the scope or frequency of audits, Company will make reasonable efforts to minimize disruption and cost to Seller. Seller shall include a substantially identical audit provision in all subcontracts in support of this Contract. In the event any such audit shall disclose an overpayment to Seller, Seller shall pay Buyer, corrected within 30 calendar days six months after receipt of notice from Buyer, the amount of such overpayment together with interest and Seller shall reimburse Buyer for the cost of such audit. Buyer may agree in writing to extend the time for paymentaudit report. b. Seller will maintain detailed records reflecting Seller’s compliance with this Contract for at least five (5) years from the date of last delivery or as otherwise specified in this Contract. Upon written request, Seller will provide, and will cause each of its sub-tier sellers to provide, access for Company’s auditors, including contracted third parties identified by Buyer, regulatory authorities, Company’s customers and the Government, to have access at all reasonable times to facilities, books and other pertinent records and any other information as requested by Company. c. Records of all manufacture, testing and inspection by Seller of the materials or goods shall be kept complete, separate and available to Buyer and its Customer during the performance of this Contract and for such longer periods as may be specified in this Contract, but not less than ten years after the last delivery of the materials, goods or services to Buyer. d. Company shall not be prohibited from providing copies of this Contract, including any other document incorporated into this Contract, to federal, state or other regulatory agencies as requested by either Company’s or government auditors to comply with auditing procedures. Company reserves the right to provide Seller’s cost or pricing data to its customers including the Government in support of proposals, contracts and audits.

Audits and Records. a. Upon written request(a) Subrecipient's performance under this Agreement is subject to the applicable requirements published in the “Uniform Administrative Requirements, Company Cost Principles and Audit Requirements for Federal Awards, 2 Code of Federal Regulations (C.F.R.) Part 200, hereinafter referred to as the “Uniform Guidance”. If this Agreement is entitled made with a commercial (for-profit) organization on a cost-reimbursement basis, Subrecipient will be subject to conduct a timely audit of Seller. The audit the Federal Acquisition Regulations System particularly 48 C.F.R. § 31.2. (b) Subrecipient shall be for the purpose of determining compliance with retain all records pertaining to this ContractAgreement, or in response to actions regardless of the U.S. Government or Company’s Customers. The audit may include document reviewform of the record (e.g., on-site visitspaper, and employee and subcontractor interviewsfilm, and may encompass review of direct and indirect ("corporate") functions. Information and material obtained from the audit will only be used in furtherance of this Contractrecording, electronic), including, but shall be provided not limited to Government personnel without limitation. Without limitation on the scope or frequency of auditsfinancial records, Company will make reasonable efforts to minimize disruption and cost to Seller. Seller shall include a substantially identical audit provision in all subcontracts in support of this Contract. In the event any such audit shall disclose an overpayment to Sellersupporting documents, Seller shall pay Buyerstatistical records, within 30 calendar days after receipt of notice from Buyer, the amount of such overpayment together with interest and Seller shall reimburse Buyer for the cost of such audit. Buyer may agree in writing to extend the time for payment. b. Seller will maintain detailed records reflecting Seller’s compliance with this Contract for at least five (5) years from the date of last delivery or as otherwise specified in this Contract. Upon written request, Seller will provide, and will cause each of its sub-tier sellers to provide, access for Company’s auditors, including contracted third parties identified by Buyer, regulatory authorities, Company’s customers and the Government, to have access at all reasonable times to facilities, books and other pertinent records and any other information documents (hereinafter referred to as requested by Company“Records”) for a period of five State fiscal years after all reporting requirements are satisfied and final payments have been received, or if an audit has been initiated and audit findings have not been resolved at the end of this five-year period, the Records must be retained until resolution of the audit findings through litigation or otherwise. Subrecipient shall cooperate with DEO to facilitate the duplication and transfer of such Records upon request of DEO. The five-year period may also be extended for the following reasons: (i) If any litigation or claim is started before the five-year period expires, and extends beyond the five-year period, the Records must be retained until all litigation and claims involving the Records have been resolved. c. (ii) Records for the disposition of all manufacture, testing non-expendable personal property valued at five thousand dollars and inspection by Seller of zero cents ($5,000.00) or more at the materials or goods shall time it is acquired must be kept complete, separate and available retained for five years after final disposition. (iii) Records relating to Buyer and its Customer during the performance of this Contract and real property acquired must be retained for such longer periods as may be specified in this Contract, but not less than ten five years after the last delivery closing on the transfer of title. (iv) Any additional Federal requirements, particularly those identified in Attachment A of this Agreement. (c) Subrecipient shall maintain all records for all subcontractors to be paid from funds provided under this Agreement, including documentation of all program costs, in a form sufficient to determine compliance with the requirements and objectives of Attachment J to this Agreement as well as all other applicable laws and regulations. (d) Subrecipient shall give access to any of Subrecipient’s records to representatives of DEO, the Chief Financial Officer of the materialsState of Florida, goods the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability or services to Buyerrepresentatives of the Federal government and their duly authorized representatives for the purposes of conducting audits, examinations, investigations, or making excerpts or transcriptions. d. Company (e) Subrecipient may, per Rule 1B-24.003(9)(a), Florida Administrative Code, allow its public records to be stored through electronic recordkeeping systems as substitutes for the original or paper copy. (f) Subrecipient shall not maintain books, records, and documents in accordance with generally accepted accounting principles and practices which sufficiently and properly reflect all expenditures of funds provided by DEO under this Agreement. (g) Records pertaining to this Agreement must be prohibited from providing copies available at reasonable times for inspection, review, or audit by State personnel and other persons authorized by DEO. "Reasonable" means normal business hours of this Contract8:00 a.m. to 5:00 p.m., including any other document incorporated into this Contractlocal time, to federal, state or other regulatory agencies as requested by either Company’s or government auditors to comply with auditing procedures. Company reserves the right to provide Seller’s cost or pricing data to its customers including the Government in support of proposals, contracts and auditsMonday through Friday.